Thunder Cats Continuum
by Ryagful
Summary: A few months after Season One, The ThundeCats continue their struggle against Mumm-Ra, working alongside new allies and gaining new enemies, struggling to rebuild what was lost. A new era dawns on Third Earth, and Lion-O finds himself as it's herald.


Lion-O stood on the pile of debris that was once part of the great floating city of Avista, it's massive bulk now lying behind him on the ground after his own teammate, a woman he almost loved, caused to fall from it's lofty perk in the clouds- a woman who betrayed him, the Cats and even her own soul to Mumm-Ra just to get revenge on him for leaving her to die. If it was not for all of the people who had arrived just in time through timely intervention by the Wily Twins, she would have almost gotten that revenge, to. Similarly, the great former general Panthro managed to land the massive city down mostly intact, thus saving countless lives, Lion-Os included.

So here he was now, lying before the site of what almost was his greatest failure, and it was all because he let himself be enthralled by that backstabbing Cat. He was only alive because others worked hard, especially Panthro and the Twins, who more or less saved all their asses by gathering all the allies they could and transporting them here- while he couldn't do almost anything. Him, the King of Thundera, wielder of the Sword of Omens, was almost useless. He could almost forgive for Pumyra's fate, as he could hardly be responsible for the deaths of all the Cats when he wasn't even King yet, but not seeing that she loathed him and wanted his head was unforgivable, given it almost cost everyone's lives. So much for Sight beyond Sight, he though. He just couldn't wrap his head around why she did it though. Why would she join the very monster that burned her home to the ground? Did she hated him that much in her final moments? And why, in the name of Leo, did Mumm-Ra call her 'Beloved' as they escaped? He tried hard not to bring back that line of though...

Regardless, he he was, besides what was once one of the greatest wonders of Third Earth, now another victim of Mumm-Ra's endless evil. The Berbils, in their endless enthusiasm, promised the Birds to repair their mighty city, tough it would take time. It's people were safe, but at what cost? The evil one now had the Tech Stone, and an army- most of all, he did not care about anything but power, would do anything to get it, while Lion-O would not, just as Mumm-Ra said at Mount Plun-Darr. In the face of that though revelation, the young Lord of the Thundercats did not known what to do or think.

Before he could let that though get him even deeper into depression, he heard a kind voice bring him back to reality.

''You okay?'' it was Kit, and she really did sound concered- they probably all are, though Lion-O.

''I was a fool to trust Pumyra.'' he began turning slightly to her ''and now look what I've lost us''

''We have lost a lot...'' said Kit, but then she continued, to his surprise, with ''but look what you've gained'' she finished by pointing behind her. Looking over, Lion-O was shocked a bit by what he saw: all the animals he encountered so far: Berbils, Fishmen, Dogs and Elephants and even Birds, standing together in front of the ruined city, looking expectedly...at him.

''The different animals of Third Earth, working together for the first time'' said Kit as he got up to get a better look at the assembled animals. ''You know why?'' she asked, and he couldn't help but look down at her, bit confused. ''You, Lion-O. You gave them something to believe in.'' she finished, then ran and grabbed the Sword of Omens from behind him, and held it out for him to take it ''Now, there's still one more stone left. Are we gonna find it or what?'' she asked, and new determination flowed through him. She was right. He still had a duty, to Thundera, to Third Earth and to himself, for finish what he stared. So he toke the Sword, and held it up high.

 _Six Months Later_

'Like the old saying goes, It's easier said than done', Lion-O though as he looked down from the top of the Feliner, surveying the ruins of the past- the might city of Thundera, his home, now but rubble. He, as well as the rest of the Thundercats, along with many Cats refugees returning from their exodus along with Dogs and other races, were here for the simple fact that they needed a new base to wage the war against Mumm-Ra, the evil overlord that has brought their mighty empire down. The new alliance needed to work together, and for that they needed more than a camp or two against the technology equipped armies of Lizards and, recently, Jackals and Monkeys that joined his side.

Soon after the Fall of Avista, the 'landing' site became a hub of activity as the animals that participated in the Battle of Avista found themselves directly opposing the armies of the Ever-Living; they needed a plan to go forward, simple as that, and so their leaders conveyed in a public gathering to decide how to proceed. Lion-O and Tygra represented the Cats, many of whom were gathering at the City of Dogs after being freed from Plun-Darr. Dobo revealed he was pretty much in charge of the Dogs, and so he talked for them, saying they were not about to let themselves grow complacent and let Mumm-Ra come to them. Ro-Bear Bill toke some time away from working on Avista to talk for the Berbils. Anet spoke for the Elephants, though unsurprisingly didn't had much to say beyond asking to be reminded what they were talking about. Horus, Voltaire's former henchmen, was elected by the Birds to speak for them, having come to the unanimously conclusion that they were basically at war, so reluctantly they needed allies. The Fishmen, despite being few in number, stayed and offered all they could.

And so they talked for hours, not really reaching a conclusion. Lion-O would have to continue the search for the last Stone, and toke the opportunity of a break to seek it's location via the Book of Omens. Disappointment soon hit, though, as the Book refused to work, so the young king and his motley crew instead turned to fight against Mumm-Ra alongside their new allies, hopping the Book would make up it's damn mind soon. The assembled forces prepared to repeal new attacks from Mumm-Ra, but none came. The Birds, having monitored the movements of the Lizards ever since the fall of Thundera, said that Mumm-Ra may not longer have the forces he needs for such a task, with mass desertions and from the Lizards reducing his armies to less than half their original strength. Lion-O was pleased to know that he and his companions were responsible for most of those. Regardless, they had bough some much needed time, and the Berbils diligence brought Avista to some working order in less than a month, allowing the city to float again and presenting the alliance with a base of operation. However, as Horus pointed out, Avista had limited space and could not possibly host them all, and so another option was needed. Such an option came, from Tygra, one that was both elating and dreadful to the Cats: Thundera.

Rebuilding the city would take time, even with the help of the Berbils, but the assembled leaders of the animals pointed out they only really needed the walls of Thundera, which, with some technological improvement, would be enough to defend against Mumm-Ra's armies while they nurture their strength to strike back. Returning home, to the ruins of the one great city, was like a nightmare for Lion-O, and it toke all his inner strength not to collapse in front of everyone. The anger and adrenaline of the invasion long gone, he could take in the full scale of the disaster. Arriving at the ruins, they were surprised to find that thousands of refugees had similarly returned, weather in hope or to just die in their homeland Lion-O could not dare guess, but soon enough they rallied behind their King and his companions. The entire thing was a long shot in the young Lord's opinion, but since he did not like his odds of wining against Mumm-Ra without the last Stone, and the Book still not working, there wasn't much else to do. At the very least, Kit assured him, the suffering Cats would have something to work towards and some semblance of home and hope where there was nothing before. Surprisingly, or unsurprisingly as he came to realize, the Cats made almost no objection to Dogs, Berbils, Elephants and Birds, friends come to help in bringing the city into some working shape, came out of the Forever Bag- months of slavery and the shock of the outside world did wonders for one's humility, he though, but for obvious enough reasons he would have liked his people to change in a less destructive way. But that was in the past. Now, he had a future to build.

For months now the Cats and other animals have been working tirelessly to reinforce the former great wall of Thundera, using both traditional rock and cement and, thanks to the Berbils, reinforcing it with strong alloys the robots made just for reinforcing walls. While the wall was getting upgraded, things inside the walls was not looking great. Except for a sea of tents in what was formally the old arena- the same arena Lion-O always lost miserably to his brother- the city was still a pile of ruin. They had food and water, thanks to generous donations from the Birds and Fishmen, but they were also working to bring up some farms to become self-sustaining- again, the Berbils were invaluable, as they combined their own technology with hydroponic gardens from the Birds to make some reasonable food sources.

Things were coming along, but the more they build, the more glaring the largest problem they had was showing: they were still outnumbered, and terribly so. In the preceding months, thousands of jackals and monkeys, Kaynar and Addicus' people, had joined to bolster Mumm-Ra's armies, and so once again the Ever-Living was at an advantage. The only bright side was that the evil mummy was more focused, for the moment, in scouring Third Earth for the last Stone. Like Lion-O, he was obviously having poor luck, otherwise the king was sure he would come down on them in force. As it was, the mummy also probably though his chances of a another direct confrontation a poor chance, hence a stalemate of sort as the Free Animals were rebuilding while Mumm-Ra was searching and occasionally send small forces to harass refugees that were still moving in Thundera.

'Thundera...' thought Lion-O sorrowfully from his high spot on the Feliner. ''It hasn't been Thundera for quite some time now'' he said absentmindedly, observing the host of Cats and other animals working on the wall in the distance. His people were changing not only is tolerance to outsiders, but in how they went about everyday life- many were now using guns and other firearms as opposed to swords and shields, and other tidbits of tech were spread out among them; electric lights (sun powered, of course), holographic displays used from organizing workers during the day to entertaining children in the evening, electric tools... 'if a Cat from before the Fall would walk in now, they would have a hearth attack', he smirked at the though, then added 'and I could say 'I told you so'. Though the smile quickly faded, as the price of if all came back into mind.

''You don't say.'' a voice startled him from his toughs from behind. Looking behind, he saw his adoptive older brother, Tygra, coming out of the hatch on top of the Feliner, though Lion-O wondered how long he was watching him for. Setting besides him, Tygra continued sarcastically ''it's almost like we were sacked and our entire civilization turned upside down overnight.''

''...you don't need to sarcastic about it.'' the king countered, looking back over his would-be kingdom ''I was just saying. Anyways...'' he began as he got up ''usual snide remarks aside, you got that look on your face. What's up?''

Tygra could only look dully at his younger brother, hating that he could read him so well now. Though he figured, it was his job. ''The Twins just came back from Avista'' he said flatly. The Twins, with their hoverbords and magi, bottomless sack, had the very important duty of ferrying stuff between the allied Animal settlements, something they did scaringly well, transporting supplies and people and making fools out of any lizard patrol that tired to catch them. The fact that they got along well with most of the members of this rag tag alliance was a bonus- in a way, they were the unofficial mascots of the entire endeavor, which they came to call The Resistance. A bit cheesy, in Lion-O's opinion, but it started to catch on.

Hearing his two youngest companions were back put the hint of a smile on Lion-O, and the two brothers quickly made their way into the airship's cockpit that had became sort of an improvised meeting center, now equipped with a high-tech holographic table in the center- courtesy of the Berbils, naturally. Sitting to one side were the two tailed thieves, passing some packages from their Bag to Cheetara and Panthro, with Kit holding what looked like one of those disks the Birds used to store information.

The attention of everyone shifted to him as he entered the room- all the Thundercats, as well as Dobo, Bill and even Lynx-O, the old blind general of his father, were here, looking eager to start this meeting. Lynx-O, for his part, managed to just barley survive the sack of Thundera, being left in a cage by the lizards to die before he was saved by a lizard of all things, who toke pity on him and left him food and water to survive another day. Now he was here, having waited in the ruins for the day his people would return or he would die. He probably knew he was coming before anyone even saw him, because he was already standing at attention like the soldier he was, even though Lion-O insisted not to. Lynx-O only replied that he would never not show respect Lion-O after he, above everyone else in Thundera, was right: about technology, about the other Animals, and about the Cats. He was an old cat, but a simple and honest one.

''Alright, you two, show us what you got for us this time'' ordered Lion-O to the Twins, who dramatically bowed to the king before Kit handed him the disk she was holding, which he toke and placed it into the holotable reciever

''Horus sent it.'' kit began as a display of Third Earth appeared in mid air, several red, blue and purple points dotting the globe, which Lion-O recognized as friendly (Red), enemy (Purple) and neutral (Blue) settlements. ''Yeah, he said you'd want to see this updated'' continued Kat absentmindedly with his hands behind his head. ''Something about enemy movement...'' he concluded lazily, drawing an annoyed side glance from his twin.

Lion-O nodded to the two, and analyzed the map closely. Noticing several more files on the disk, he brough them up, revealing some photos of many Animals, Rats, Monkeys, Wollos and even Giantors and Trolllogs, with a bit of information below each of them. As usual, the Birds reconisance was without compare. ''Great..'' he mused annoyed, bringing up some short reports on enemy movements. After reading it, Panthro scoffed.

''So the rats were seen going inside the Black Pyramid, huh. Just what we need...'' he complained in his usual gruff voice, and his companions agreed he had all the reasons to do so.

''If they really join the Sack of Bones, they're get his armies above what they were when they sacked your city...'' mussed Dobo, sharing his old friend's annoyance.

''Well, at least from this report they don't have nearly as much equipment as they did back then.'' said Cheetara, hopping to garner some good news for a change.

''Indeed.'' chipped in the usually silent Lynx-O from the back. ''Though he has the army, he dose not have enough supplies to use it. Thanks to you, your Majesty...'' he finished sending a look Lion-O's ways that worked even with his blindness.

''Some extra time, at least.'' finished Lion-O. ''What I was really hopping for, however, is this.'' said the young Lord as he brough up one last image: a bunch of rats, looking more raggedy than usual, in what looked like a rocky canyon- the global display showed it's location as not far from Mount Plun-Darr, in the southern badlands.

''What's with those Rats?'' asked Kit, looking a bit disgusted at the state some of the rodents were in.

''A few weeks ago, Horus sent me a message that his spies uncovered some..dissent in the Rats ranks.'' Began Lion-O, drawing up an older image he had stored up in the ships computer, this one of the entrance to what was the Rats main underground city, Rattus. A large number of rats were seen leaving the main gates, in the direction of the southern badlands. ''Seems Ratar-O's power isn't what it used to be, but still to much to be deposed.''

''So now we have two factions of Rats? Fantastic...'' quipped Tygra.

''Yes, very.'' replied Lion-O, completely serious, which was not a good sign for Tygra. ''It means even if Rattus joins Mumm-Ra, they would still be low in number. And..'' with a motion of his hand, he closed the holographic projection ''if we could convince these rebels to join us...''

''Are you out of your mind, kid?'' interjected Panthro, then added ''Sir'', not that Lion-O cared.

''This dose seem...a bit pushing it.'' Dobo added his two pennies. ''Didn't these Rats enslaved thousands of your people not long ago?''

''So did you...'' his old gladiatorial partner chipped in.

''Technically, i enslaved only one Cat...'' the dog defended ''And she turned out to be a traitorous, evil zombie all along. So there.'' he ended with a grin directed at his 'friend'.

''True, they enslaved Cats...'' began Lion-O, looking down at the table, somewhat dejected. That that was soon replaced with determination ''But that was a different time, even if it wasn't that long ago. Things change...we all change. These rats are not our enemies...''

''They ain't our friends either...'' said Tygra

''And they don't have to be. But we have to try, and at least convince them to remain neutral. If Ratar-O truly joins with Mumm-Ra, these rebels might reconsider out of fear. We need them to join us, or not join him. It's either than, or were right back where we started; if dogs and cats can work together, why not cats and rats as well?'' his speech finished, he gave a half smile to the assembled animals, hopping to raise some spirits and make them see his way. Looking around, he decided that while they may have seen his point, they weren't impressed by his joke. Not even Snarf, and he once laughed at a knock knock joke. Rolling his eyes, Tygra spoke up

''I see your logic, your goal, but...not how were gonna get there.'' he said in a low voice ''There's a lot of bad blood there.''

''Yes there is.'' confirmed Lion-O with utmost determination ''It's a risk. A big gamble, but we don't have the luxury to sit on our ass and not take risks.'' he looked around the room, meeting eyes with everyone, except Lynx-O, while he continued ''And if we ever win against Mumm-Ra, it'll be our duty to preserve the peace. Leaving out some Animals while we revel in our laurels is only going to bring another war. Maybe in a hundred years, or a thousand, but it'll be there. We either save everyone today, or doom everyone tomorrow.'' crossing his arms, he finished with ''It's the right thing to do.''

Sighing deeply, Tygro couldn't help but crack a smile at his younger brother usual idealism. Before the Fall, he would have scoffed at it. Now, he almost admired it. After all, it was what brough together this unusual alliance and saved their asses at Avista; results couldn't be denied. ''Your the King'' he said to his brother ''it's your decision. And it just might be what saves us, so...'' he motioned to everyone who was sharing a similar smile...even Lynx-O, and he never smiled. ''When do we leave?''

* * *

 _The Black Pyramid_

In a dark room lit only by the foreboding red hue of emergency lights were the assembled figures of Mumm-Ra and his Generals: Slithe, of the Lizards, Kaynar the Jackal, Addicus the Monkey, Voltaire the Vulture and Pumyra the Thundercat and Mumm-Ra's right hand cat, much to the other Generals eternal grudge. Well, almost; Kaynar couldn't care less as long as he had his 'fun'. In the past months, their standing with their Master dropped to an all time low- failure after failure, defeat after defeat, and the last Stone still missing brough out the worse in the evil overlord- and he could be much, much worse than usual. Only the increase of his armies by the recruiting of the jackals and monkeys brough any smile to the evil one. And now he was having one of those days where things just might go in his favor for once.

Ahead of him, keeling and head bowed, was the King of Rats, Ratar-O, with a trio of bodyguards. He had arrived at the Black Pyramid days ago, but just to spite the vermin Mumm-Ra did not gave him an audience or allowed him to leave for days until now. For no other reason than the fat thing to know it's place, of course. Making Kaynar escort them to his sarcophagus and telling him to be extra creepy was just icing on the cake, really. Crazy and despicable he may be, but Mumm-Ra did enjoy pushing the buttons of these weak, pathetic creatures, if for nothing else than to spite their damned ancestors that put him into his current mess. He knew it was emotional, which he mocked Lion-O for, but he didn't care; they deserved it.

''So, worm, do we come to an understanding?'' he said in his usual, menacing tone that put even Kaynar on edge sometimes. ''You join my armies, and get to live as leader of your people, under me of course. Yes?'' he finished with a sinister, toothy grin. The rat looked up, not entirely sure anymore this was a good idea. It was to late, he though- going back now would only get him eaten or something by those dog and monkey.

''Yes, Master Mumm-Ra...'' so he answered, hopping he would at least get to enjoy some of the glory that was to be the conquest of Third Earth. However, looking at the dark monster before him, he could tell his thoughts betrayed him, for Mumm-Ra did not look convinced.

''So you say, but do you mean it, I wonder.'' the Ever-Living said as he turned to pace back to his sarcophagus. ''I known your kind, rat. Hungry for power. Desperate even. Reminds me of my younger days...'' he mussed, only just shy of actual reminiscing. ''But you know the difference between me and you, vermin?'' he asked harshly, but didn't give the rat time to answer before he turned around abruptly and, using the Sword of Plun-Darr, shot blue streams of electricity at the figures before him. The energy went just shy of Ratar-O himself, sparing him, but the same could not be said of his bodyguards- in a laud crackle of electricity and agonizing screaming, they were reduced to nothing but ash. Ash that got on the large rat, scaring him even more. Looking up horrified at the blood chilling laugh of Mumm-Ra, he saw the monster smiling widely, teeth bared and sword in hand.

''This sword...you were going to keep it, were you not?'' he asked, but it was more of statement. The Rat gulped, and almost felt relieved as Mumm-Ra put the sword away. ''Fortunately for you, you may yet prove useful still. But...'' and Ratar-O's hearth dropped again ''I still need to have your loyalty. Don't you agree?'' the rat nodded vigorously.

''Good. Now, it is my understanding your Rats are divided; rebels fled to the badlands, yes?''

''Y-yes my Lord. But they aren't a threat, they are barley armed and...'' Mumm-Ra silenced him with a glance

''Then that will make their extermination all the more simple.'' Mumm-Ra stated in the same tone one would announce the weather

''Ex-extermination...?'' ask the shocked rat. True, he was selfish and greedy, but even he found that a bit much...

''Yes, extermination. Of your own...sorry, former people. Should you follow through this command, then I will know you can be trusted. Dismissed.''

With only a slight hesitation, Ratar-O quickly got up and turned to get out, but was stopped by Mumm-Ra's most loyal servant, Pumyra, who said

''Wait. My Lord, you can't expect this...foul vermin to do something unsupervised?'' she said to her Lord, clearly not trusting the rat one bit ''Allow me to...escort him, and encourage him to do what you have ordered.'' For a few moments, the room was silent, no one daring to speak over Mumm-Ra. Then the Evil One smiled, almost gently, at his favorite pet and said ''Very well. And should you deem him failure, feel free to have your fun with it.''

The mad laughter of the Ever-Living echoed through the Pyramid as Ratar-O was escorted by Pumyra outside, and not until he was miles away did he realize he should have stayed in the sewer he was born in.

* * *

 _Somewhere high in the sky, on the cruising Feliner._

The white aircraft soured through the clouds at it's best speed, it's feline occupants safe inside. Looking out the windows, Tygra, the pilot, could hardly say he ever expected to be in this current position, but it seemed the universe had other plans. If it wasn't for the utter destruction of his city, he would almost be happy. Well, he was, for the most part, especially since he had Cheetara with him. That was more than enough for him. Though he grew up wishing nothing more than to have the throne for himself instead of his head-in-the-clouds brother, now he really, really appreciated how much that job and him didn't fit. Lion-O, on the other hand, he concluded, was a natural born leader (not that he would ever tell him that) and that was very evident in how easily he convince the leaders of the other animals in Thundera of his plan. The Cats would be a different story...

Well, at least he would always have them. That, Tygra was certain. Looking slightly behind to see what the other occupants were doing, he couldn't help but smile at the family like atmosphere between all the cats in the cockpit. Panthro was in the back, as far away from the windows as possible, looking dejected while Kit and Kat were sending each other bemused smiles at his expense, while Lion-O was trying hard not to join in. Sometimes even a king had to loosen up. The Twins were surprisingly good at times at doing that, which he guessed was just more reason to have them around. Looking to the side, he saw his mate, Cheetara, smiling at him knowingly at the poor panther's plight.

A beeping sound brough his attention back to the controls. ''Looks like were coming in to the badlands.'' he said loudly to get everyone's attention. ''About ten miles to the canyon.''

''Finally...'' Panthro said, earning some more snigger from the Twins. ''Cat's were not made to fly...''

''Speak for yourself, big guy.'' replied Tygra as he started the final approach ''I don't known how I lived so long without it.''

''Yeah!'' agreed the Twins ''Walking is overrated.'' added Kat, earning a grunt of disgust from the long suffering panther.

The Rat camp was a buzz of activity. After three days of fighting, they were exiled from their homes in Rattus for going against the king, Ratar-O, for his endless abuse of his own people, and were now camped here in this desolate wastelands, with low food and water supplies, with children in tow. After weeks of being preyed upon by the not-so-mythical-anymore monster inside the mountain pass, what was now plaguing the rodents but the approach of an unfamiliar flying craft from the east, straight towards them. The few weapons they had left were quickly distributed to the more experienced warriors among them; though they did not think it would do much good against the hull of an airship, they were not about to go down easily. And so they assembled and waited for the intruders to come to them while the women, children and the injured moved further into the canyon.

When the older warriors saw the symbol of the Thundercats on the side of the landing aircraft, they quickly came to the conclusion they were cats coming to avenge the Rats' enslavement of their people months ago. What they did not expect was for a lion, the King of the Thundercats himself, to come down the ramp of the ship. Well, they though, at least they would be ended by someone important. However, instead of armed soldiers, the king was followed by a bunch of, admittedly odd looking group of Cats, some big and some very tiny, further confusing them.

Lion-O darted his eyes around to take in the situation before him. At least a dozen, bulky looking Rats armed with rifles, taking cover behind some rocks that were obviously placed there, aligned in a semi-circle in front of the high cliffs that marked the entrance to the pass. Well, they did come out of nowhere in a big bloody airship, so he wasn't expecting not to be spotted. This just made things easy...er.

Taking a few steppes forward with his hands raised high he said ''We come in peace...'' with as much authority he could project, hopping he sounded sincere and trustworthy. Instead he felt all the armed rats put their sight on him alone. He would be dead before he hit the ground if he tried anything, but fortunately the rats began to stand at ease as the sound of a person behind them- he was a bit to far to make out what he was saying. A moment later, a light haired, one eyed rat with an eye-patch came stumbling out from behind the row of warriors. It toke a few seconds for Lion-O to recognize him

''You..'' he said lowly as he lowered his hands to the side, not trying to hide his surprise. He could hear his companions behind him shift a little at the familiar figure: the Rat slave master from Plun-Darr.

''Mordax.'' the rat said harshly, trying to not look to bad as he was straining to look up at the taller Cat ''I suppose I should be honored to have my face remembered by one such lofty as a King!'' he said mockingly. Tygra toke a few steppes forward, rather harshly and answered back for him

''It'd be a tad hard to forget someone who enslaved and abused some of our people, you...'' he was however stopped by Lion-O, who placed a hand on his shoulder before he could continue. Turning back down to the one eyed rat, the king continued

''Like I said, we're here to talk to your people.'' this earned a raised eyebrow from the white rat

''What could you and we possibly have to talk about?'' he asked indignantly

''Maybe we could go inside your camp? I'd like for all your people to hear me out...'' Lion-O said. The mouse looked him over for a few seconds, wondering if the cat was crazy and if they posed a threat to his people. With a scoff, he turned on his heels and motioned for them to follow him, which they did.

''Whatever it is, don't expect a miracle.'' he told them as they passed by the rat soldiers, who fell around them in a haphazard way, ready for anything they might try. As they entered the pass proper, which gave in to a wide canyon that continued for a hundred meters or so before narrowing again, it hit them just how bad a state the rats were in. The smell was the least terrible thin, with hundreds of rats, many with tattered, dirty clothes, gathered in a relatively small area even for rats, with nothing but the clothes on their back surrounding a pile of crates, probably the only supplies they had available. Lion-O wasn't sure what to expect, but it wasn't this bad. Most of the rats looked weak, probably famished and thirsty, and many had injuries that were just barley patched up with more tattered clothes.

Looking back at their expressions, Mordax chuckled darkly ''Yes, we're not doing so great.''

As they stopped near the middle of the canyon, most of the rats attention was on them, some bearing dissatisfied looks, others curious and others looking like they had stopped caring about anything. As Mordax came to a stop, a trio of slightly larger rats approached him.

''Mordax, what is the meaning of this?'' asked the central rat, a surprisingly well kept and healthy looking male rat with brown fur ''What are these Cats doing here?'' a murmur of agreements rose from the crowd

''Don't known, Stait.'' Mordax addressed his fellow mouse in a tone that told Lion-O he probably didn't think very highly of him ''This here's their King...'' he said jabbing a thumb to point at Lion-O ''said he had something to say to all of us, so I said, why not?''

''They're Cats! They can't be trusted. They're probably here to...''

''Kill us?'' interrupted Mordax dispassionately ''They have an airship. If they wanted us dead, they could have dropped a bomb or something from the skies.'' At that, the aforementioned Stait had to stumble a bit before continuing ''Well...'' but he didn't get past that either before Mordax dismissed him again ''And we don't have nothing worth taking either. So if you're finished here, I want to hear what they have to say.'' he looked at the taller rat, who clenched his jaw and looked around, as if expecting support from his fellow rats. None came, and so Mordax turned to the cats

''Alright, Cat, now that you're here, say what you have to say and let's be done with it. Were busy.''

''Busy doing what?'' Asked Panthro from the back of the group of cats

''Dying. It ain't so easy when you're the one doing it.'' The rat said to the panther, then turned to the lion ''So?'' he asked expectedly, the crowd falling silent for moment as Lion-O gathered his wits for the task ahead. Looking around and meeting the eyes of several rats in the crowd, he turned to look at Mordax with the utmost seriousness.

''I'll get straight to the point. We're here to talk about you...joining us.'' again silence, then the crowd busted into murmur, some shouting and even laughter. Mordax looked up at the cat, now firmly convinced he was crazy, before silencing the crowd with a hand gesture

''You're here to..ask us to join you? In what?''

''Mumm-Ra'' Lion-O replied, hopping that one word alone would tell them the seriousness of the situation. Thankfully, it seemed to, with Mordax having to silence the crowd again, this time from fearful whispering.

''You want us to fight against Mumm-Ra with you?'' Lion-O only nodded, so he continued, dismayed ''Why would you want that? No, why would WE want that?'' he said, then pointed around to the rats assembled ''Look around. Why would we want to risk going against someone as powerful as Mumm-Ra? We have plenty on our plate already.'' as he began to pace in front of them, he continued ''And you; your people were enslaved by us. By ME. So why would you...'' however, Lion-O interrupted him, waving to the crowd for emphasis

''I don't see any slave now. That's in the past. This is now. We need all the help we can get. That goes both ways.'' he said, drawing a look and a head shake from the white rat.

''That simple? It's never that simple...'' Mordax pointed out

''No, I suppose it isn't. I'd like you to join us, but you just staying neutral would be just as good.''

''Neutral?'' the brown rat, Steit, asked confused from behind Mordax. At that, Lion-O gave them the bad news

''Our allies, the Birds, have told us earlier this day that your...former King, Ratar-O, was seen going in Mumm-Ra's Black Pyramid.'' At this news, both Mordax and the crowd let out a shocked gasp. They knew the fat rat was a horrible person, but joining up with the Evil One...that could not possibly bode well for any of them.

''So, the bastard finally lost all his marbles, huh?'' said Mordax lowly as he looked down at the rocky ground. ''I was afraid he would do something like that...'' he finished, fear only just barley evident in his voice

''If Ratar-O joins him, Mumm-Ra will have his armies back at full strength. We can't defeat defeat them alone.'' Lion-O announced to the crowd. ''Only together can we win, like our ancestors did in the past.''

''Even so...'' Mordax replied, his voice much more dejected ''What can we possibly do? What dose it even matter...''

''It matters!'' Lion-O shouted ''It's the only thing that dose matter: our freedom! YOUR freedom!'' he declared wit has much intent he could, which seamed to work a bit as he saw many rats in the crowd starting to look a bit less downtrodden. Taking hold of the opportunity, he continued ''Look, I'm not saying you absolutely need to fight. I'm not saying it's the only thing you can do...but you may not have a choice. Ratar-O will probably come for you. Heck, he may be on his way right now!'' at this, most of the crowd started to agitate. ''If we don't stay united now, were's stand dead separately later. Mumm-Ra dose not have any mercy or pity. Neither do his generals. They will stop at nothing, nothing, for power. So we have one path...''

''Easier said than done...'' muttered Mordax just loud enough for him to hear before he continued louder ''We're not exactly in fighting order, if you haven't noticed. We don't have many weapons, or supplies...''

''All we need is your fighting spirit.'' Lion-O declared. ''As for the others, we have some to spare. Actually...'' he began with a smirk before looking at the Twins ''You two, would you mind presenting our friends with the our peace offerings?'' this earned excited smiles from the two youngest members of the group. At once, Kat toke the simple bag he had strapped to his back and opened it, then the two yelled 'Rankinbass' at it. Then Kat put his entire upper body inside, much to the shock of the crowd, before pulling back holding a crate bigger than the bag. Then pulled another... Lion-O toke the crate from them and placed it down before opening it, revealing bottles of water and some food. ''There's more, too. Consider it a token of our sincerity...''

Mordax, and indeed many of the rats present, could hardly believe it. The bigger-on-the-inside bag was one thing, magic was not unheard of after all, but the fact that Cats-CATS- were here to give them supplies, just because, was something else entirely. Quite a few began to smile, for the first time in a long time.

While Kit, Kat and Panthro were busy distributing the supplies they had brought to the hungry and thirsty rats, Lion-O, Tygra and Cheetara went with Mordax, Steit and a few other rats that seemed important, into one of the corners of the small canyon. Mordax spent a few good minutes thinking over everything that transpired, before finally stopping in front of the assembled group. With a heavy sigh, he began, speaking directly to Lion-o

''I can't promise you anything...we'd have to talk it over with everyone.'' While this was not an unexpected answer to Lion-O, he was still a bit disappointing, though he tried not to show it in his answer

''I understand. However, try not to take to long.''

''Yeah'' interjected Tygra as he was leaning against the canyon wall, arms folded ''if you take to long, you might find yourself surrounded by an enemy army or something...''

Mordax nodded in understanding ''Can't be helped. I just speak for this group, I don't lead it. Not like you...'' he said to Lion-O. ''However, there may be something else you can do in the meantime that's sure to bring a lot of us around...'' that definitely piqued their interest

''We're listening.'' said Lion-O. Turning to point to the narrow pass at the end of the canyon that continued into the mountains, Mordax began to explain

''Ever since we got here, weeks ago, a monster has been attacking us every night.'' he started in a low voice ''Dozens have fallen victim to the foul thing's hunger, and we have to few weapons and able soldiers to do much about it.'' he turned to them with a serious glare ''The Shadow Beast...''

* * *

The night sky of Third Earth was lit by the shining form of the large planet it orbited, which was currently waning as clouds were beginning gather and block it's shine. By what Mordax had told them, the beast came out to hunt when the clouds overcast the light of the moons. It was apparently big, and fast, which did not bode well. But Lion-O promised to get rid of it, hopping that it would tip the balance of the rats disposition towards joining him. At least, that was the idea... Tygra though they may be going a bit far for the rodents. Not that he didn't though this thing would be to much for them, only that, as Mordax said, they had no promises. They themselves had no real reason to trust the Rats to do the right thing. And now here they were, perched high in canyon walls, waiting for a deadly predator to, hopefully, come to them. They waited for hours since sunset, not that far from the rat camp, but still nothing. At least he was alone with Cheetara, who, he noticed, was giving him 'the look'.

''What?'' he asked innocently. His mate only gave him a slight raised eyebrow before talking in a huss voice

''You think this is a stupid idea, don't you?'' damn, at least somethings never change, he though.

''Not stupid, just...well, we don't have any guarantee the Rats will join us even if we kill this thing for them...'' he explained to the cheetah, who only sighed before putting a hand on his shoulder

''I get that, but...''

''Yeah, yeah, 'It's the right thing'' Tygra said, doing his best Lion-O impression ''I get that to, but I swear, if those rats aren't appreciative of what we do...'' Cheetara was about to say something, but a sound drew their attention downwards. The clouds overhead had covered the moons completely, casting the gorge into a darkness that even their cat eyes had trouble with. However, they were still sharp enough for them to see clearly the rough shape of the creature that was making it's move.

Lion-O, who was hiding across from them on the other side of the gorge, gave the signal they were waiting for. With a 'Ho!', the three jumped out of their hiding spots and landed neatly on the bottom of the pass, Lion-O in front of the beast while Tygra and Cheetara behind it, trapping the monster between them. With a flick of their hands, a number of flares, burrowed from the Rats, were thrown onto the ground, the sudden light startling the beats for moment and giving a clear view of the three faced- no, not three headed, but one head with three daces- red eyes ape monster. Even in the darkness, it's black fur seemed to absorb light and a black, smoke like shimmer surrounded it, making it difficult to for them to get much more detail of it. Seemed it's name was more than just for show, Lion-O thought, using the War Stone to shoot a re beam at the beast, hitting it right in it's ugly face. With an angry roar, it stumbled backwards, only for a fast blow from Cheetara to the back of it's head to send it falling face first into the rocky floor. Lion-O tried to swing fast and clean at it's neck so as to not draw this out, but to his surprise the thing's neck turned to black smoke, the sword hitting only the rock below.

Confused, Lion-O almost couldn't evade a large, clawed hand swinging at him out of the corner of his eyes. He ducked and rolled, twice, just barley surviving as the unrelenting creature swung it's large hands at the place he just was, leaving deep gashes in the solid rock of the canyon wall. Tygra didn't miss a beat, drawing his gun and shooting at it's head...only for the bolts to pass through, as if through smoke. ''Whiskers...'' he said as the Beast turned to him, and began to advance with unnatural speed. On instinct, he extended his whip and coiled it around a rocky outcropping above him, and pulled himself up just the thing stampeded through the place he just was. ''Lion-O, I think the 'head-on-assault' isn't working.'' he yelled at Lion-O, hopping the sarcasm would at least mask the tinge of fear in his voice. It seemed to work

''The rats didn't say anything about it becoming intangible...'' the king complained, watching as Cheetara began running circles around it to distract it. Fortunately, it didn't seem very smart, and also very irritable. Then as Tygra fired another round of bolts at it right when Cheetara turned to evade a blow, he noticed something about the way it behaved. 'Huh..'

''Tygra, prepare one of those flares, throw it at him when I say so.'' His brother nodded from his perch up high. Lion-O toke the sword again and prepared a beam...then fired it just as it the Beast swung at Cheetara again, proving his theory right as the beam made contact, causing it to roar in pain.

''I knew it.'' Lion-O said with a smirk as Cheetara came to a stop next to him, now also catching on

''It materializes as it attacks. Of course...'' she concluded

''Not only that...'' Lion-O said as he toke a stance with the sword ''It can't hold it's shadow form for long, plus there's a small delay before it can again.''

''I get it.'' Tygra smirked with one of the flares in hand, ready to turn it and throw it a moment notice. ''It doesn't like light either.''

''Right. On my mark, Cheetara, distract it for just a second. Tygra...'' just then, the Beast was stumbling out of the shock from the previous beam, a low growl echoing through the canyon as it prepared to retaliate. ''Now!'' At that, Cheetara dashed quickly to the side, dragging the beasts's attention away and a quick swipe from it's claws, which she evaded nimbly. Lion-O began to charge at it with large steps, and before the thing could shift it's attention to him Tygra threw the now burning flare right in it's face, causing it to roar in pain. The entire thing lasted about five seconds, and before it could even realize it, if it was even smart enough to do so, Lion-O jumped, swung his sword in a wide arc...and cleaved it's head clean off.

Lion-O skidded to a halt behind the stumbling body of the black creature, turning to see it fall to the ground with a loud thud. A second later, both Tygra and Cheetara were besides him, looking at the downed monster they defeated, with Lion-O bearing a satisfied smirk. Before he could say anything cool like he wanted, however, the beast began to twitch and began to disintegrate into the black, before long vanishing completely.

''Well that went better than I expected.'' quipped Tygra, sounding just a bit disappointing ''When the Rats talked about it, it sounded a lot more...''

''Scary?'' asked Cheetara ''I imagine to the scared and almost defenseless refugees, it was the stuff of nightmare.''

''Well, it's finished anyways.'' said Lion-O as he put the sword away in the gauntlet. ''Let's give them the good news.''

Back at the rat camp, the Twins and Panthro (and Snarf) were sitting around a makeshift camp fire with a few other rats, several dozen others scattered around the canyon; however, the 'camp fire' was a glorified electric lamp, though thanks to technology it also served as a heat source. For the last few minutes, everyone was huddled around them as the sound of battle and the grows and roars of the monster echoed through the canyon walls. Then, abruptly, everything stopped to a deadly silence. After a few moments of silence, Kit spoke up

''Wonder if they got it...'' she asked to no one in particular.

''Course they did.'' said Panthro as he held a massive gun, more of a cannon really, the kind attached to small tanks, close by ''Those kids are perfectly capable. And that's praise from _me.''_

''If you're so sure...'' began Kat bemused ''why are you hugging that gun so closely?''

''...you never know.''

''Anyways, if the thing dose come here, the light from these lamps should keep it away for a while...'' said one of the rats, an elderly white male that was sitting nearby them

''Yeah, good thing you had them.'' continued the rat next to him ''we ran out of wood days ago...''

''But we saw still smoking camp fires when we got here.'' began Kat, looking to the side where one was located ''What'd you burn if you had no wood?''

''...you don't want to known kid.'' said the white rat. ''Let's just say that the wonderful smell around here isn't just us not bathing for weeks.''

''Ugh...'' said Kit, looking a bit green ''I really didn't want to know that...''

Suddenly, the sound of steps came from the direction of the narrow corridor, drawing the attention of everyone in the camp. A few seconds later, Lion-O, Tygra and Cheetara emerged from the shadows, looking only slightly worse for wear. The rats began to whisper among themselves as the three approached their friends at the camp fire/lamp. Before anyone could say anything, Lion-O spoke up first

''That's one shadow monster down, free of charge.'' he said smugly, earning a couple of 'yeah!' from the twins and a silent grunt of approval from Panthro. From one of the nearby lamps, Mordax and a couple of other older rats approached, looking somewhat shocked

''You did it?'' asked one of them in surprise

''Yeah'' began Lion-O ''It toke some guts, out but we toke it out.'' he finished, deciding to leave out the fact that the 'Shadow Beast' wasn't nearly as ferocious as they initially put it. Instead, he figured they could use the image it would create to bring the rats around. Lion-O wasn't particularly happy to deceive them, but Tygra made a good argument about it while they were walking back. And it seamed to be having some effect, as he could hear the rats whispering becoming more divisive, saying such things as 'maybe we would be better off with them' and 'if they could kill that thing, we'd be stupid to get on their bad side'.

Mordax for his part looked deep in thought. While the cats were away, he and the other elders that were somewhat influential among the rats in the camp went and talked things through, eventually deciding that should they return they would start talking about joining this so called Alliance in Thundera- of course, they would first figure out what would be expected of them and what they would gain, and he told Lion-O as much, cutting it right to the point.

''Of course...'' Lion-O said with a small smile, relieved to finally have something go his way without a hitch. Alas, it is with those kind of thoughts that the world around you starts to fall apart. Tygra's right armbands, that was equipped with a small computer and linked to the Feliner itself, began to beeb, drawing the attention of everyone around him as he checked the alarm.

''What now?'' Panthro asked anoyed. He could smell bad news by now. Tygra toke just a few seconds to read what was displaying on the computer before his eyes widened.

''The Feliner detected something big approaching from the north.''

A few seconds later, the Thundercats, along with Mordax and a few other rats were outside the canyon and near the airship. The air ship was powered down for the most part except for it's radar, so they had no light from it, instead carrying their own flashlights.

''Which way's north?'' asked Lion-O, unsure, as it was pitch dark outside thanks to more clouds covering the moons' Tygra quickly checked and pointed in the direction of north. Lion-O toke from his belt a pair of binoculars equipped by the Berbils with nightvision and zoom, and looked out towards north, Tygra and the others doing the same. And they did not like what they saw: a dozens lizard mechs, along with a small retinue of tanks and ground troops, marching at a steady pace right towards them. Lion-O cursed under his breath

''What? What is it?'' asked a panicked Mordax

''It's Mumm-Ra's forces...'' said Lion-O, not really needing to say more. However, as he continued to zoom in to the army, he noticed something odd ''Huh. Seems like...some rat soldiers are with them.'' he put the binoculars away slightly to look down at the rat's reaction. Sure enough he was fuming

''Ratar-O.'' Mordax said his former king's name in a low, venomous voice before spitting on the ground ''So he already aligned himself with the devil himself and was marching on us before you even arrived!'' he cursed

''Probably...'' agreed Lion-O, but was interrupted by an angry Tygra

''Lion-O, I think you may want to see this...'' he said through gritted teeth, pointing to Lion-O to look with his binoculars in a certain direction. With a few more directions, the young king quickly got a good look of what got Tygra pumped. There, sitting on a hover-tank in the back of the army, alongside Ratar-O...

''Pumyra...''

To Be Continued in Part II

* * *

 **Author's Note, please read**

so, he is my new project. My other one, Fooly Cooly Warriors grinned to a halt as I ran out of inspiration, but I have **not** abandoned it. Regardless, I have decided to write something else. I had a stroke of inspiration as I finally watched ThunderCats 2011, and man what a shame it was canceled.

The reason I'm making this, however, isn't just because I really want a continuation of that amazing show- the other reason is that the World needs balance, and as that abomination called TumblerCats Roar is approaching, we need something that isn't completely and utterly garbage to even things out. Basically, what I'm saying is f**k ThunderCats Roar.

Anyways, I'm not the best writer and sometimes I just run out of inspiration for months on end, so don't expect miracles. I **will** finish this...eventually. I toke the liberty of drawing out a rough story treatment and I known most of where the story will be going, I just need to have it written out in detail. I will be taking major inspiration from the 'what could have been' sketches of TC 2011 that Dan Norton revealed, though for obvious reasons I'll have to take some liberties and such, and feel free to offer any suggestions about plot and character development. I have the rough story sketched out for like 40 plus episodes, so yeah.

Word of warning, I have most definitely not watched the original 1985 show; it just isn't my cup of tea. Maybe it's the outdated animation or something, I just could not get past the first episode. That being said, I will try to take some inspiration from it; maybe force myself to watch it, although in my experience watching something you're not a fan of isn't a good idea for inspiration. Whelp, that's about it. Expect an update...sometimes this year. heh...


End file.
